Exhibit 5.1
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January 6, 2023 | | | | |
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Imara Inc. 1309 Beacon Street, Suite 300, Office 341 Brookline, MA 02446 | | | | +1 617 526 6000 (t) +1 617 526 5000 (f) wilmerhale.com |
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Registration Statement on Form S-4 | | | | |
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Ladies and Gentlemen: | | | | |
This opinion is furnished to you in connection with a Registration Statement on Form S-4 (File No. 333-268300) (the “Registration Statement”) filed by Imara Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), for the registration of up to 160,520,771 shares of Common Stock, $0.001 par value per share (the “Shares”) of the Company.
The Shares are to be issued by the Company pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 13, 2022, by and among the Company, Iguana Merger Sub, Inc. (“Merger Sub”), and Enliven Therapeutics, Inc. (“Merger Partner”), which has been filed as Annex A to the Proxy Statement/Prospectus forming part of the Registration Statement (the “Proxy Statement/Prospectus”), pursuant to which Merger Sub will merge with and into Merger Partner (the “Merger”), with Merger Partner surviving the Merger as a wholly owned subsidiary of the Company.
We are acting as counsel for the Company in connection with the issuance by the Company of the Shares. We have examined and relied upon signed copies of the Registration Statement to be filed with the Commission, including the exhibits thereto. We have also examined and relied upon the Merger Agreement, the Restated Certificate of Incorporation of the Company (as amended or restated from time to time, the “Certificate of Incorporation”), the Amended and Restated Bylaws of the Company (as amended or restated from time to time, the “Bylaws”), minutes of meetings of the stockholders and the Board of Directors of the Company as provided to us by the Company, and such other documents as we have deemed necessary for purposes of rendering the opinions hereinafter set forth.
In our examination of the foregoing documents, we have assumed the genuineness of all signatories, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, the authenticity of such original documents and the completeness and accuracy of the corporate minute books of the Company.
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